Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 81 493K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 113K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 17 74K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 16K
5: EX-4.2 Instrument Defining the Rights of Security Holders 4± 22K
6: EX-10.1 Material Contract 3 18K
15: EX-10.10 Material Contract 6 34K
16: EX-10.11 Material Contract 6 33K
17: EX-10.12 Material Contract 11 42K
18: EX-10.13 Material Contract 4 21K
19: EX-10.14 Material Contract 10 44K
20: EX-10.15 Material Contract 4 22K
21: EX-10.16 Material Contract 10 43K
22: EX-10.17 Material Contract 3 20K
23: EX-10.18 Material Contract 9 41K
24: EX-10.19 Material Contract 2 15K
7: EX-10.2 Material Contract 2 17K
25: EX-10.20 Material Contract 8 35K
26: EX-10.21 Material Contract 17 62K
27: EX-10.22 Material Contract 2± 13K
28: EX-10.23 Material Contract 2 17K
29: EX-10.24 Material Contract 19 56K
30: EX-10.25 Material Contract 13 50K
31: EX-10.26 Material Contract 7 35K
32: EX-10.27 Material Contract 4 17K
33: EX-10.28 Material Contract 9 40K
34: EX-10.29 Material Contract 10 47K
8: EX-10.3 Material Contract 6 43K
35: EX-10.30 Material Contract 6 35K
36: EX-10.31 Material Contract 6 31K
37: EX-10.32 Material Contract 11 57K
38: EX-10.35 Material Contract 37 125K
39: EX-10.36 Material Contract 18 52K
9: EX-10.4 Material Contract 7 36K
10: EX-10.5 Material Contract 2± 14K
11: EX-10.6 Material Contract 3 21K
12: EX-10.7 Material Contract 4 20K
13: EX-10.8 Material Contract 1 12K
14: EX-10.9 Material Contract 1 14K
40: EX-21.1 Subsidiaries of the Registrant 1 10K
41: EX-23.1 Consent of Experts or Counsel 1 11K
42: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 14K
EX-10.7 — Material Contract
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EXHIBIT 10.7
Form of Promissory Note signed by the Company in favor of Paul
Berger, Jim Dodrill and Stanley Berger for all advances made by
them to the Company: This form of note was signed by the
Company in favor of the three individuals for all advances made by
them to the Company, except for the advances made by Stanley
Berger in the three private placement financings.
1
__% UNSECURED NON-NEGOTIABLE PROMISSORY NOTE
$____________ New York, New York
____________, 199_
On the earlier of September 30, 1998 or within five business days
following the closing of an offering of securities of the undersigned Outlook
Sports Technology, Inc., a Delaware corporation (the "Maker") resulting in gross
proceeds to the Maker of at least $7,500,000 (the "Maturity Date"), for value
received, the Maker, promises to pay to ___________________ (the "Payee"), the
principal sum of ____________________ United States Dollars ($____________) or
the then outstanding principal amount hereof, together with interest on any and
all principal amounts remaining unpaid hereunder from time to time outstanding
from the date hereof until payment in full, such interest to be payable at such
rates and such times as are hereinafter specified.
1. Interest and Principal
1.01 Interest. The Maker shall pay interest on the outstanding principal
amount of this Note from the date hereof until such principal amount is paid in
full at the rate of ________ percent (__%) per annum.
1.02 Principal. The entire outstanding principal together with interest
accrued thereon on amount of this Note shall be paid on the earlier of September
30, 1998 or within five business days following the closing of an offering of
securities of the Maker resulting in gross proceeds to the Maker of at least
$7,500,000.
1.03 Prepayment. This Note may be prepaid, without premium or penalty, in
whole or in part, at any time or from time to time after __________________,
199_, at the option of the Maker, by paying to the Payee an amount equal to the
amount to be prepaid together with interest accrued thereon through the date of
prepayment.
1.04 Delivery of Payment. All payments made hereunder shall be made by
check mailed first class, postage paid to the Payee at the address set forth
above or to such other address as the Payee may from time to time designate in
writing to the Maker. Such payments shall be accompanied by a notice setting
forth in reasonable detail (a) the amount of interest and principal being paid
and (b) the remaining principal amount. If any payments are required to be made
on a day which is not a Business Day (as hereinafter defined) the date on which
such payment is required to be made shall be extended to, and such payment shall
be required to be made on, the next Business Day. "Business Day" shall mean a
day other than Saturday, Sunday and any day which shall be in the City of New
York, New York, a legal holiday or a day on which banking institutions are
authorized by law to close.
2
2. Defaults and Remedies.
2.01 Events of Default. An "Event of Default" shall occur if:
(a) the Maker defaults in the payment of interest on this
Note when the same becomes due and payable and such Default continues
for a period of 30 days;
(b) the Maker defaults in the payment of principal on this
Note when the same becomes due and payable, at maturity or otherwise;
(c) the Maker fails to comply with any of the other
agreements contained in this Note, and the Default continues for the
period and after the notice specified below; and
(d) the Maker pursuant to or within the meaning of any
Bankruptcy Law (as defined below):
(i) commences a voluntary case;
(ii) consents to the entry of an order against it for
relief in an involuntary case; or
(iii) makes a general assignment for the benefit of its
creditors; or
(e) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(i) is for relief against the Maker in an involuntary
case;
(ii) appoints a Custodian (as hereinafter defined) for
all or substantially all of the assets of the
Company; or
(iii) orders a liquidation of the Company.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law. The term "Custodian" means any receiver, trustee,
assignee, liquidator, or similar official under any Bankruptcy Law.
A default under clause (c) above shall not constitute an Event of
Default until Payee notifies the Maker of the Default and the Maker does not
cure the Default within 60 days of such notice. The notice must specify the
Event of Default, demand that it be remedied, and state that it is a notice of
Event of Default.
3
2.02 Acceleration. If an Event of Default occurs and is continuing, the
holder of this Note may, by notice to the Maker, declare the principal of and
accrued interest on this Note to be immediately due and payable.
2.03 Other Remedies. If an Event of Default occurs and is continuing,
the holder of this Note may pursue any available remedy to collect the payment
of interest, principal or premium, if any, on this Note or to enforce any
provision of this Note. A delay or omission by the holder of this Note in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver or acquiesce in the Event of
Default.
All remedies are cumulative to the extent permitted by law.
3. Usury.
It is the intention of the parties hereto to conform strictly to
applicable usury laws now or hereafter in effect. In the event that any of the
terms or provisions of this Note are in conflict with applicable usury law this
Section 3 shall govern as to such terms or provisions, and this Note shall in
all other respects remain in full force and effect. If any transaction
contemplated hereby would be usurious, it is agreed that the aggregate of all
consideration which constitutes interest under applicable law that is contracted
for, charged or received under this Note shall under no circumstances exceed the
maximum interest allowed by applicable law. Accordingly, if interest in excess
of the legal maximum is contracted for, charged or received: (i) this Note shall
be automatically reformed so that the effective rate of interest shall be
reduced to the maximum rate of interest permitted by applicable law, for the
purpose of determining said rate and to the extent permitted by applicable law,
all interest contracted for, charged or received shall be amortized, prorated
and spread throughout the full term of this Note so that the effective rate of
interest is uniform throughout the life of this Note, and (ii) any excess of
interest over the maximum amount allowed under applicable law shall be applied
as a credit against the then unpaid principal amount hereof.
4. Miscellaneous
The undersigned hereby waives presentment, demand for payment, notice
of dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note, and
hereby consents to any extensions of time, renewals, releases of any party to
this Note, waivers or modifications that may be granted or consented to by the
Payee in respect to the time of payment or any other provision of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
(EXCLUSIVE OF THE LAWS GOVERNING CONFLICTS OF LAWS) OF THE STATE OF NEW YORK.
By:___________________________________
Name:
Title:
4
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 9/30/98 | | 2 | | | | | None on these Dates |
| Filed on: | | 7/7/98 |
| List all Filings |
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Filing Submission 0001047469-98-026562 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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